J2 Global, Inc. (Nasdaq: JCOM) ("J2 Global" or the "Company")
today announced the commencement of a cash tender offer (the
"Tender Offer") to purchase up to $90,000,000 aggregate purchase
price, exclusive of accrued but unpaid interest (the "Maximum
Purchase Amount"), of its outstanding 4.625% Senior Notes due 2030
(the "Notes").
The following table sets forth certain terms of the Tender
Offer:
Title of Security
CUSIP Number
Principal Amount Outstanding
Tender Offer Consideration
Early Tender Premium
Total Consideration
4.625% Senior Notes due 2030
48123VAF9; U52503AB2
$750,000,000
$1,030.00
$50.00
$1,080.00
The terms and conditions of the Tender Offer are described in an
Offer to Purchase, dated September 24, 2021 (the "Offer to
Purchase").
Holders of Notes that are validly tendered (and not validly
withdrawn) at or prior to 5:00 p.m., New York City time, on October
7, 2021 (the "Early Tender Time") and accepted for purchase will
receive the Total Consideration set forth in the table above, which
includes an early tender premium of $50.00 per $1,000 principal
amount of the Notes accepted for purchase (the "Early Tender
Premium"). Holders of Notes tendered after the Early Tender Time
will be eligible only to receive the Tender Offer Consideration set
forth in the table above, which is the Total Consideration minus
the Early Tender Premium.
In addition to the Tender Offer Consideration or the Total
Consideration, as applicable, all holders of Notes accepted for
purchase will receive accrued and unpaid interest from and
including the last interest payment date to, but not including, the
applicable Settlement Date (as defined below) for such Notes.
Tendered Notes may be withdrawn at any time prior to 5:00 p.m.,
New York City time, on October 7, 2021 (the "Withdrawal Time") and
may not be validly withdrawn thereafter except as provided in the
Offer to Purchase or applicable law.
The Tender Offer will expire at 11:59 p.m., New York City time,
on October 22, 2021, unless extended by J2 Global in its sole
discretion (the "Expiration Time").
Provided that the conditions to the Tender Offer have been
satisfied or waived, and assuming acceptance for purchase by J2
Global of the Notes validly tendered pursuant to the Tender Offer,
(i) payment for Notes validly tendered at or prior to the Early
Tender Time and accepted for purchase in the Tender Offer will be
made on the settlement date that is expected to be the second
business day following the Early Tender Time, or as promptly as
practicable thereafter (the "Early Settlement Date") and (ii)
payment for any Notes validly tendered after the Early Tender Time,
but at or prior to the Expiration Time, and accepted for purchase
in the Tender Offer will be made on the settlement date that is
expected to be the second business day following the Expiration
Time (the "Final Settlement Date" and, together with the Early
Settlement Date, the "Settlement Dates").
Acceptance for tenders of the Notes may be subject to proration
if the aggregate principal amount of Notes validly tendered and not
validly withdrawn would cause the Maximum Purchase Amount to be
exceeded. If the Tender Offer is fully subscribed as of the Early
Tender Time, holders who validly tender Notes after the Early
Tender Time will not have any of such Notes accepted for
purchase.
The Company reserves the right, but is under no obligation, to
increase the Maximum Purchase Amount at any time, subject to
compliance with applicable law, which could result in the Company
purchasing a greater aggregate principal amount of Notes in the
Tender Offer. There can be no assurance that the Company will
exercise its right to increase the Maximum Purchase Amount. If the
Company increases the Maximum Purchase Amount, it does not expect
to extend the Withdrawal Time, subject to applicable law.
Accordingly, holders should not tender any Notes that they do not
wish to have purchased in the Tender Offer.
The Tender Offer is not contingent upon the tender of any
minimum principal amount of Notes. J2 Global's obligation to accept
for purchase and to pay for the Notes validly tendered in the
Tender Offer is subject to and conditioned on the satisfaction or
waiver of the conditions described in the Offer to Purchase,
including the consummation of the separation described below under
“About J2 Global.” J2 Global reserves the right, subject to
applicable law, to: (a) extend the Early Tender Time, Withdrawal
Time or Expiration Time to a later date and time as announced by
the Company; (b) increase the Maximum Purchase Amount; (c) waive or
modify in whole or in part any or all conditions to the Tender
Offer; (d) delay the acceptance for purchase of any Notes or delay
the purchase of any Notes; or (e) otherwise modify or terminate the
Tender Offer.
The dealer manager for the Tender Offer is Citigroup Global
Markets Inc. Any questions regarding the terms of the Tender Offer
should be directed to the Dealer Manager, Citigroup Global Markets
Inc. at (toll-free) (800) 558-3745 or (collect) (212) 723-6106. The
information agent and tender agent is Global Bondholder Services,
Inc. Any questions regarding procedures for tendering Notes or
requests for copies of the Offer to Purchase or other documents
relating to the Tender Offer should be directed to the information
agent for the Tender Offer, Global Bondholder Services, Inc. at
(866) 807-2200 (toll-free) or (212) 430-3774.
This press release shall not constitute an offer to sell, a
solicitation to buy or an offer to purchase or sell any securities.
The Tender Offer is being made only pursuant to the Offer to
Purchase and only in such jurisdictions as is permitted under
applicable law.
About J2 Global
J2 Global, Inc. (NASDAQ: JCOM) is a leading internet information
and services company consisting of a portfolio of brands including
IGN, Mashable, Humble Bundle, Speedtest, PCMag, RetailMeNot,
Offers.com, Spiceworks, Ekahau, Everyday Health, BabyCenter and
What To Expect in its Digital Media business and Consensus, eFax,
eVoice, Moz, iContact, Campaigner, Vipre, and IPVanish in its Cloud
Services business. J2 Global reaches more than 240 million people
per month across its brands. As of December 31, 2020, J2 Global had
achieved 25 consecutive fiscal years of revenue growth. For more
information about J2 Global, please visit www.j2global.com.
On September 21, 2021, J2 Global announced that its Board of
Directors approved its previously announced separation into two
independent publicly traded companies – J2 Global, Inc., which will
be known as Ziff Davis, Inc. after the separation (“J2,” “J2
Global” or “Ziff Davis”) and Consensus Cloud Solutions, Inc.
(“Consensus”). The J2 Global Board of Directors declared a special
dividend distribution of one share of Consensus common stock for
every three shares of J2 Global common stock outstanding as of the
close of business on October 1, 2021, the record date for the
distribution. The separation is expected to be completed on October
7, 2021.
Following the separation, J2 Global will be renamed Ziff Davis,
Inc. and will trade on Nasdaq under the ticker symbol “ZD.”
“Safe Harbor” Statement Under the Private Securities
Litigation Reform Act of 1995
Certain statements in this Press Release are “forward-looking
statements” within the meaning of The Private Securities Litigation
Reform Act of 1995 with respect to the proposed spin-off
transaction. These forward-looking statements are subject to
numerous assumptions, risks and uncertainties, including market and
other conditions and include uncertainties regarding expected
operating performance and financial position of the companies after
the separation, whether the separation or the proposed tender offer
can be completed with the proposed form, terms or timing, or at
all, the costs and expected benefits of the proposed separation,
and the expected tax treatment of the transaction. There are
important factors that could cause our actual results, level of
activity, performance or achievements to differ materially from the
results, level of activity, performance or achievements expressed
or implied by the forward-looking statements, including those
factors described in J2 Global’s Annual Report on Form 10-K,
Quarterly Reports on Form 10-Q, Current Reports on Form 8-K and
other documents filed from time to time by J2 Global with the
SEC.
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version on businesswire.com: https://www.businesswire.com/news/home/20210924005577/en/
Rebecca Wright (800) 577-1790 J2 Global, Inc.
investor@j2.com
j2 Global (NASDAQ:JCOM)
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